Orion Group signs employment agreement with CFO

A qualifying termination within 12 months after a change in control carries three years of salary continuation and accelerated equity vesting.

Rhea-AI Filing Summary

Orion Group Holdings, Inc. (ORN) entered into an employment agreement effective October 12, 2026, with Alison G. Vasquez to continue as Executive Vice President and Chief Financial Officer. The agreement replaces her offer letter. It sets annual base salary at $480,000, subject to review and adjustment, and a target annual bonus of 75% of annual base salary; she is also eligible for long-term incentive compensation.

The initial term ends December 31, 2026, and renews automatically for successive one-year periods unless terminated under the agreement. For a termination Without Cause or departure for Good Reason, subject to a release, the agreement provides one year of salary continuation and vehicle allowance, along with accrued obligations, earned but unpaid bonuses, and transitional expenses. If such a termination occurs within 12 months following a Change in Control, the agreement provides three years of salary continuation and vehicle allowance, a lump sum equal to three times the annual bonus earned for the most recently completed fiscal year, and accelerated vesting of outstanding equity awards; performance awards are deemed achieved at the maximum performance level.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Annual base salary: $480,000 per year Target annual bonus: 75% of annual base salary Initial agreement term: Ends December 31, 2026 +4 more

7 metrics

Annual base salary $480,000 per year Subject to review and adjustment

Target annual bonus 75% of annual base salary Under the Company's bonus plan

Initial agreement term Ends December 31, 2026 Effective October 12, 2026

Salary continuation after qualifying termination 1 year Termination Without Cause or departure for Good Reason

Change in Control termination period 12 months Following a Change in Control

Salary continuation after qualifying Change in Control termination 3 years Subject to the agreement's termination and release conditions

Change in Control bonus payment Three times the annual bonus earned for the most recently completed fiscal year For a qualifying termination within 12 months following a Change in Control

Key Terms

Without Cause, Good Reason, Change in Control, accelerated vesting, +1 more

5 terms

Without Cause technical

"terminated by the Company Without Cause"

Good Reason technical

"by Ms. Vasquez for Good Reason"

Change in Control technical

"within a 12-month period following a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

accelerated vesting financial

"accelerated vesting of all outstanding equity awards"

A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.

non-solicitation technical

"non-competition and non-solicitation covenants"

A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Alison Vasquez's salary and bonus target under the ORN agreement?

Alison G. Vasquez's agreement sets annual base salary at $480,000, subject to review and adjustment, and a target annual bonus of 75% of annual base salary. She is also eligible to participate in the company's long-term incentive compensation programs.

What severance does the ORN agreement provide after a change in control?

If Ms. Vasquez is terminated Without Cause or leaves for Good Reason within 12 months following a Change in Control, and satisfies the release condition, the agreement provides three years of salary continuation and vehicle allowance, a lump sum equal to three times the annual bonus earned for the most recently completed fiscal year, and accelerated vesting of outstanding equity awards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 04:37 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:37 PM EDT Learn about SEC filing dates

0001402829false00014028292026-10-122026-10-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 12, 2026

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ORION GROUP HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

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Delaware	1-33891	26-0097459
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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2940 Riverby Road, Suite 400

Houston, Texas 77020

(Address of principal executive offices)

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(713) 852-6500

(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

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Title of Each Class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of Each Exchange on Which Registered
Common stock, $0.01 par value per share	​	ORN	​	The New York Stock Exchange
Common stock, $0.01 par value per share	​	ORN	​	NYSE Texas

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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Orion Group Holdings, Inc. (the “Company”) previously filed a Current Report on Form 8-K on June 10, 2025 to report that the Company had executed an Offer Letter with Ms. Alison G. Vasquez, effective May 24, 2025, pursuant to which she has served as Executive Vice President and Chief Financial Officer of the Company (the “Vasquez Offer Letter”).

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Effective October 12, 2026, Ms. Vasquez entered into an employment agreement with the Company to continue to serve as Executive Vice President and Chief Financial Officer of the Company (the “Vasquez Employment Agreement”). The Vasquez Employment Agreement replaces and supersedes the Vasquez Offer Letter in its entirety.

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The Vasquez Employment Agreement provides for an initial term ending on December 31, 2026, with automatic renewal for successive one-year periods on January 1 of each year thereafter unless earlier terminated in accordance with its terms. The Vasquez Employment Agreement establishes Ms. Vasquez’s annual base salary at $480,000 per year (subject to review and adjustment) and target annual bonus under the Company’s bonus plan at 75% of annual base salary. Ms. Vasquez is also eligible to participate in the Company’s long-term incentive compensation programs.

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If Ms. Vasquez’s employment is terminated by the Company Without Cause or by Ms. Vasquez for Good Reason (with Good Reason and Without Cause being defined in the Vasquez Employment Agreement), subject to the execution and non-revocation of a customary release, Ms. Vasquez will be entitled to severance benefits in the form of salary continuation payments for a period of one year, as well as payment of accrued obligations, any earned but unpaid bonuses, and transitional expenses and continued payment of a vehicle allowance for one year.

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If, within a 12-month period following a Change in Control (as defined in the Vasquez Employment Agreement), Ms. Vasquez’s employment is terminated by the Company Without Cause or by Ms. Vasquez for Good Reason, subject to the execution and non-revocation of a customary release, she will be entitled to severance benefits in the form of salary continuation payments for a period of three years, as well as payment of accrued obligations, any earned but unpaid bonuses, transitional expenses and continued payment of a vehicle allowance for three years, a lump sum payment equal to three times the annual bonus earned for the most recently completed fiscal year before the termination, and accelerated vesting of all outstanding equity awards, with performance awards being deemed achieved at the maximum performance level.

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The Employment Agreement also contains customary confidentiality, non-competition and non-solicitation covenants.

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The foregoing description of the Vasquez Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Vasquez Employment Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

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Exhibit Index

Exhibit No.   ​ ​ ​ Description

†10.1	Employment Agreement dated October 12, 2026 by and between Orion Group Holdings, Inc. and Alison G. Vasquez.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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† Compensatory plan or arrangement

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​ Orion Group Holdings, Inc. ​ ​
	By:	/s/ Travis J. Boone
Dated: October 15, 2026	​	Travis J. Boone President and Chief Executive Officer

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Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 76.0 KB

Other Documents

• EX-101 EX-101.SCH 2.9 KB
• EX-101 EX-101.LAB 15.0 KB
• EX-101 EX-101.PRE 10.1 KB